JBS S.A. Q1 2009 Financial Review
JBS S.A. Q1 2009 Financial Review
1. We have performed a review of the accompanying individual and consolidated Quarterly Information (ITR) of JBS S.A. (the Company) and its controlled companies consisting of the balance sheets as of March 31, 2009, and the related statements of operations, cash flows and changes in shareholders equity, notes and performance report for the quarter then ended, all expressed in Brazilian reais and prepared under the responsibility of the Companys management. The financial statements of Inalca JBS S.p.A , directly controlled company, were reviewed by other independent auditors. Our opinion, insofar as it relates to the carrying value of the investment in this company and the equity in its earnings, is based on the report of those auditors.
2. Our review was performed in accordance with specific standards established by IBRACON (Brazilian Institute of Independent Auditors) together with the Federal Accounting Council, which consisted principally of: a) inquiry of and discussion with the managers responsible for the accounting, financial and operating areas as to the main criteria adopted in preparing the Quarterly Information and b) review of the information and subsequent events that have or may have material effects on the financial situation and operations of the Company and its controlled companies.
3. Based on our review, we are not aware of any material changes which should be made to the Quarterly Information referred to in paragraph 1 for it to be in conformity with the standards issued by CVM - Brazilian Securities and Exchange Commission applicable to the preparation of Quarterly Information, including CVM Instruction No. 469/08.
4. As mentioned in note 2, Brazilian accounting practices were changed during 2008, and the effects of their initial adoption were only accounted for by the Company and its controlled companies in the fourth quarter of 2008, and disclosed in the financial statements as of December 31, 2008. The statements of operations, cash flows, and changes in shareholders equity for the quarter ended March 31, 2008, presented along with the current quarter information, were not adjusted for comparative purposes pursuant to CVM/SNC/SEP Circular Letter No. 02/2009.
5. Our review was conducted in order to form an opinion with respect to the financial statements cited in paragraph 1, taken as a whole. The individual (Company) and consolidated value added statements represent information complementary to the financial statements; they are not required by the accounting practices adopted in Brazil and are provided to enable additional analysis. This complementary information was submitted to the same auditing procedures described in paragraph 2 and, in our opinion, are adequately stated, in all material aspects, in relation to the financial statements for the quarter ended March 31, 2009.
6. The accompanying financial statements have been translated into English for the convenience of readers outside Brazil.
Company
March, 2009 ASSETS CURRENT ASSETS Cash and cash equivalents (Note 4) Trade accounts receivable, net (Note 5) Inventories (Note 6) Recoverable taxes (Note 7) Prepaid expenses Other current assets 1.326.913 520.692 396.727 458.254 3.023 92.962 1.522.973 552.991 539.510 447.343 1.754 166.275 December, 2008
Consolidated
March, 2009 December, 2008 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES 1.797.951 2.001.484 2.335.146 632.981 77.954 401.767 2.291.617 2.232.300 2.549.674 623.022 70.881 493.372 Trade accounts payable ( Note 12) Loans and financings (Note 13) Payroll, social charges and tax obligation (Note 14) Declared dividends (Note 15) Other current liabilities
Company
March, 2009 December, 2008
Consolidated
March, 2009 December, 2008
2.798.571
3.230.846
7.247.283
8.260.866
2.527.108
2.069.290
4.945.608
4.929.341
NON-CURRENT LIABILITIES NON-CURRENT ASSETS Long-term assets Credits with related parties (Note 8) Judicial deposits and others Deferred income taxes (Note 18) Recoverable taxes (Note 7) Total long-term assets Loans and financings (Note 13) Deferred income taxes (Note 18) Provision for contingencies (Note 16) Debit with third parties for investment (Note 17) Other non-current liabilities 2.570.489 74.825 48.333 200.089 38.026 2.991.344 83.453 48.244 210.480 38.870 3.191.779 907.925 57.596 200.089 504.085 3.401.709 884.927 57.637 210.480 480.302
2.931.762
3.372.391
4.861.474
5.035.055
MINORITY INTEREST Permanent assets Investments in subsidiaries (Note 9) Other investments Property, plant and equipment, net (Note 10) Intangible assets, net (Note 11) Deferred charges
(3.606)
(2.458)
SHAREHOLDERS' EQUITY (Note 19) Capital stock Capital reserve Revaluation reserve Profit reserves Valuation adjustments of shareholders equity Accumulated exchange conversion adjustments Accumulated losses 4.495.581 777.844 116.695 18.696 (676) 677.969 (321.201) 5.764.908 TOTAL SHAREHOLDERS' EQUITY 4.495.581 769.463 118.178 1.297 (2.920) 752.812 6.134.411 4.495.581 777.844 116.695 18.696 (676) 677.969 (321.201) 5.764.908 4.495.581 769.463 118.178 1.297 (2.920) 752.812 6.134.411
TOTAL ASSETS
11.223.778
11.576.092
15.568.384
16.096.349
11.223.778
11.576.092
15.568.384
16.096.349
JBS S.A. Statements of income for the three months period ended March 31, 2009 and 2008 (In thousands of Reais)
Company
2009 GROSS OPERATING REVENUE Sales of products: Domestic Sales Foreign Sales 2008 2009
Consolidated
2008
SALES DEDUCTIONS Returns and discounts Sales taxes (68.179) (96.608) (164.787) NET SALE REVENUE Cost of goods sold GROSS INCOME OPERATING INCOME (EXPENSE) General and administrative expenses Selling expenses Financial income (expense), net (Note 20) Equity in subsidiaries (Note 9) Goodwill amortization (Note 11) Other (expense) income, net (40.651) (114.355) (407.606) 16.015 432 (20.602) (100.159) (4.600) (78.218) (44.313) 438 (215.275) (414.463) (446.582) (618) (79.822) (305.146) (76.802) (44.313) (524) 1.124.403 (911.199) 213.204 (33.450) (62.184) (95.634) 1.009.037 (764.336) 244.701 (117.702) (118.944) (236.646) 9.267.927 (8.509.805) 758.122 (72.100) (74.356) (146.456) 5.859.065 (5.348.839) 510.226
(546.165)
(247.454)
(1.076.938)
(506.607)
LOSS BEFORE MINORITY INTEREST Minority interest (expense) income LOSS OF THE PERIOD LOSS PER THOUSAND SHARES Statement of EBITDA (Earnings before income taxes, interest, depreciation and amortization)
Income (loss) before taxes Financial income (expense), net (Note 20) Depreciation and amortization Equity in subsidiaries (Note 9) Goodwill Amortization (Note 11) AMOUNT OF EBITDA
JBS S.A. Statement of changes in shareholders equity for the three months period ended March 31, 2009 (In thousands of Reais)
Capital reserve Profit Reserves For Legal expansion Valuation adjustments of shareholders equity Accumulated exchange conversion adjustments
Capital
stock BALANCE AS OF DECEMBER 31, 2008 Adjustment of net income destination from previous year (note 15) Realization of revaluation reserve Shares acquisition goodwill
Revaluation reserve
Accumulated losses
Total
4.495.581
-
769.463
21.407 (13.026) -
118.178
(1.483) -
1.297
-
17.399 -
(2.920)
2.244 -
752.812
(39.402) (35.441) -
1.483 (322.684)
Valuation adjustments in subsidiaries shareholders equity Accumulated exchange conversion adjustments in subsidiaries shareholders equity Foreign investiments exchange rate variations Loss of the period
4.495.581
777.844
116.695
1.297
17.399
(676)
677.969
(321.201)
5.764.908
JBS S.A. Statements of cash flows for the three months period ended March 31, 2009 and 2008 (In thousands of Reais)
Company 2009 Cash flow from operating activities . Loss of the period Adjustments to reconcile net income (loss) to cash provided . Depreciation and amortization . Allowance for doubtful accounts . Goodwill amortization . Minority interest . Equity in subsidiaries . Write-off of fixed assets . Deferred income taxes . Current and non-current financial charges . Provision for contingencies . Adjustment to present value of assets and liabilities (322.684) 21.871 751 (16.015) 498 (9.513) 140.365 89 310 (184.328) Variation in operating assets and liabilities . Decrease (increase) in trade accounts receivable . Decrease (increase) in inventories . Decrease (increase) in recoverable taxes . Decrease (increase) in other current and non-current assets . Decrease (increase) in credits with related parties . Increase (decrease) in trade accounts payable . Increase (decrease) in other current and non-current liabilities . Valuation adjustments of shareholders equity 10.618 142.783 (12.132) 71.492 (34.680) (144.962) 50.784 2008 (6.616) 15.391 818 44.313 78.218 505 (278) 24.242 156.593 (136.658) (48.679) (10.600) 16.649 43.258 (139.123) 214.200 2009
Consolidated 2008 (6.616) 51.007 1.232 44.313 (406) 505 (4.949) 89.111 174.197 (219.575) (411.235) (30.286) (20.444) (66) (103.986) 366.019 -
(322.684) 83.776 3.696 (935) 1.060 1.674 376.897 203 310 143.997 170.598 169.009 (16.719) 36.034 (417.624) (479.891) 81.048 (82.990)
Net cash provided by (used in) operating activities Cash flow used in investing activities . Additions to property, plant and equipment and intangible assets . Increase in investments
(100.425)
95.640
(396.538)
(245.376)
(118.805) (25.121)
(115.566) (1.423.158)
(260.790) (309)
(747.421) (301.520)
Net cash used in investing activities Cash flow from financing activities . Loans and financings . Payments of loans and financings . Increase in capital stock . Shares acquisition of own emission Net cash provided by financing activities Effect of exchange rates on Cash and cash equivalents Net increase (decrease) in cash Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period
(143.926)
(1.538.724)
(261.099)
(1.048.941)
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais) 1 Operating activities
JBS S.A (the Company) is a listed company in the Novo Mercado segment, which requires the highest level of corporate governance in the Brazilian market and its shares are traded on the BM&F Bovespa S.A - Stock Exchange, Commodity and Forward. The operations of the Company and its subsidiaries consists of: a) Activities in Brazil
The Company owns and operates slaughterhouses, cold storage and meat processing operations for the production of beef, canned goods, fat, animal rations and beef by-products, which are produced in the plants located in the States of So Paulo, Gois, Mato Grosso, Mato Grosso do Sul, Rondnia, Minas Gerais, Acre and Rio de Janeiro. The Company distributes its products through distribution centers located in the State of So Paulo, and a container terminal for export in the city of Santos. In order to minimize transportation costs, the Company transports cattle to its slaughterhouses and the transportation of its export products. Mouran Alimentos Ltda.. (Mouran) is a subsidiary which conducts slaughterhouse and cold storage business operations for the production of beef, canned goods, fat, animal rations and beef by-products in its facilities located in the State of So Paulo. JBS Embalagens Metlicas Ltda. (JBS Embalagens) produces metallic cans in its plant located in the State of So Paulo, which are purchased by the Company. The subsidiary JBS Confinamento Ltda. (JBS Confinamento) is located in Castilho, State of So Paulo, renders fattening service of bovine for slaughter. Beef Snacks do Brasil Indstria e Comrcio de Alimentos Ltda (Beef Snacks), an indirect subsidiary of the Company is located in Santo Antnio da Posse, State of So Paulo, in operation since August 2007 produces Beef Jerky. Beef Snacks purchases fresh meat in the domestic market and exports to the United States of America. b) Activities abroad The Company has indirect subsidiaries located in England and Egypt, which are responsible for the sales and distribution of the Companys products in Europe, Asia, and Africa. JBS Argentina S.A. (JBS Argentina), an indirect wholly-owned subsidiary of the Company, operates slaughterhouses and cold storage facilities for the production of beef, canned goods, fat, animal food and beef by-products, in plants located in the provinces of Buenos Aires, Entre Rios, Santa F and Crdoba. JBS Argentina has three subsidiaries: One meat-packing slaughterhouse in Berezategui (Consignaciones Rurales), other can factory located in Zavate (Argenvases), both located in the province of Buenos Aires, and one meat-packing slaughterhouse in Cordoba (Colcar). SB Holdings, Inc. (SB Holdings) and its subsidiaries, Tupman Thurlow Co., Inc. (Tupman) and Astro Sales International, Inc. (Astro) located in the United States of America sale processed beef products in the North-American market.
Jerky Snacks Brands, Inc (Jerky Snacks), an indirect wholly-owned subsidiary of the Company, located in the United States of America, produces and sells meat snacks (Beef Jerky, Smoked Meat Sticks, Kippered Beef Steak, Meat&Cheese, Turkey Jerky and Hunter Sausage). Jerky Snacks purchases meat from Brazil and in the local market and its sales are mainly in the United States of America. Global Beef Trading Sociedade Unipessoal Lda (Global Beef Trading), an indirect wholly-owned subsidiary of the Company, located in Ilha da Madeira, Portugal, sells bovine meat, birds and porks products. Global Beef Trading imports the products from Latin America and exports to several countries, in Europe, Africa and Asia. JBS USA Holdings Inc. (JBS USA) has feedlots and processes, packaging and delivery of fresh, further processed and value-added beef and pork in natura products for sale to customers in the United States and international markets. The fresh meat products prepared by JBS USA include refrigerated beef and pork processed to standard industry specifications.
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais)
In the United States, JBS USA operates eight beef processing facilities, three pork processing facilities, one lamb slaughter facility, one value-added facility for pork and eleven feedlot. In Australia, JBS USA operates ten beef and small animals processing facilities and JBS USA in Australia operates five feedlots that provide grain-fed cattle for its processing operations. JBS USA completed in October of 2008 the acquisition of the cattle meat unit of Smithfield group and also the fattening feedlot operations known as Five Rivers. Smithfield, currently known as JBS Packerland, owns four cattle units and one feedlot cattle unit, and Five Rivers, known as JBS Five Rivers, own ten cattle feedlot units. JBS USA divides its business into two segments: Beef, through which it conducts its beef processing business; and pork, through which it conducts its pork processing business. The Company owns 50% of Inalca JBS S.p.A, (Inalca JBS), that is Italys leading beef company and one of the main operators in the European processing beef sector. It produces and markets a complete range of fresh and frozen meat, packed under vacuum or portioned in a protective atmosphere, canned meat, ready-to-eat meals, fresh and frozen hamburger, minced meats and, pre-cooked products. Inalca JBS owns six facilities in Italy, specialized by production line, and nine foreign facilities in Europe and Africa. The integral subsidiary Montana Alimentari S.p.A. (Montana) is one of the leading Italian companies in the production, marketing and distribution of cured meats, snacks and ready-to-eat meals with over 230 products. Montana owns the well-known brands Montana and IBIS, and Montana owns four facilities, specialized by type of production and located in the area distinguished by the Protected Denomination of Origin (P.D.O.) and Protected Geographic Indication (P.G.I.) brands. Montana is also one of the main operators in the Italian canned meat market and pre-sliced products.
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais)
3
Property, plant and equipment are stated at an amount equivalent to their historical acquisition cost plus the amount resulting from the increase in the value of these assets as determined by revaluations performed by independent appraisal firms until December 31, 2007. Depreciation is computed pursuant to the straight-line method, using rates described in Note 10, which take into account the useful and economic lives of the assets. h) Intangible assets The intangible assets are demostrated by the acquisition or formation cost, deducted by the amortization. The intangible assets with indefinite useful life are not amortized. The goodwill based on future profitability expectation is not been amortized starting from 2009 according to orientation OCPC 02 endorsed by CVM through the publication CVM/SNC/SEP 01/2009. i) Reduction to recovery amount (Impairment) The items of property, plant and equipment, intangible assets and deferred charges are tested by its recoverability amounts, at least annually, in case there are indications of loss of value. The goodwill and the intangible assets with indefinite useful life are tested annually independently of whether there is (or not) indication of loss of value. j) Other Current and Long-term Assets Current and long-term assets are accounted for at their realization value including, if applicable, the related income, charges and monetary variations.
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais)
k) Current Liabilities and non-current Liabilities Current and non-current liabilities are accounted for at their known or computed amounts, including, if applicable, the related income, charges and monetary variations. l) Contingent assets and liabilities Contingent assets are recognized only when there are final judments or favorable judicial decisions rendered. Contingent assets with probable gain are only published in accompanying notes. Contingent liabilities are provisioned when the losses are appraised as probable and the involved amounts are measurable with enough certainty. The contingent liabilities appraised as possible losses are only published in accompanying notes and the contingent liabilities appraised as remote losses are neither acrrued nor discloded. m) Income Tax and Social Contribution Current taxes Provisions for income tax and social contribution are based on rates and laws and regulations in force. Deferred taxes The Company records deferred income tax assets and liabilities based on temporary differences between the carrying amounts on the Company's financial statements and the tax basis of assets and liabilities. n) Result by share The result by share is calculated based on the outstanding shares on the date of the financial statements. o) Consolidation
All assets and liabilities of JBS S.A. and its subsidiaries and revenues and expenses from transactions between JBS S.A. and its subsidiaries were eliminated. No inter-company profits were recorded on the consolidated balance sheet of the Company. Accordingly, the shareholders equity of JBS S.A. individually is equal to its consolidated shareholders equity. The financial statements of the subsidiaries of JBS S.A. located outside of Brazil were originally prepared using the local currency of the country in which they are located. Subsequently, these amounts were converted into Reais using the applicable commercial exchange rates reported by the Central Bank of Brazil on the date of the consolidated balance sheet for assets and liabilities, and the average exchange rate of the period to revenues and expenses. The gains and losses due to the conversion are recognized directly in the shareholders equity in the account of accumulated exchange conversion adjustments. With respect to the Companys investment in JBS Argentina and its subsidiaries and Inalca JBS and its subsidiaries, we have compared the generally accepted accounting principles in Argentina and Italy with the corresponding principles in Brazil applied by the Company, and we have noted that there were no material differences. The accounting practices adopted by Tupman and Astro, both subsidiaries of SB Holdings, located in the United States of America, do not differ significantly from those adopted in Brazil. The accounting practices adopted in the United States of America by JBS USA (US GAAP) are adjusted to Brazilian GAAP, according to the following differences: - Finished goods inventories: valued using market price, and are adjusted to production average cost method; - Permanent assets: includes R$ 753,304 related to intangible assets and fixed assets goodwill, calculated according to applicable purchasing accounting, and it was adjusted reducing the shareholders equity. The subsidiaries companies included in the consolidation are mentioned in the Note 9. p) Adjustments of assets and liabilities to present value. The financial long term assets and liabilities are adjusted by its present value, and the short term, when the effect is considered relevant in the financial statements. The adjustment to present value is calculated considerating the contractual cash flows and the market interest rate. q) Complemental information
In order to provide a better understanding of its financial statements the Company has presented, as complemental information, its consolidated statements Economic Value Added (EVA) report for the three months period ended March 31, 2009. The objective of this report is to demonstrate the wealth generated by the Company, and the distribution of this wealth among the elements that contributed to its generation, such as employees, lenders, shareholders, government and others, as well as the wealth portion not distributed.
10
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais) 4 Cash and cash equivalents
Cash, bank accounts and short-term investments are the items of the balance sheet presented in the statements of the cash flows as cash and cash equivalents and are described as below: Company
March, 2009 Dec, 2008
Consolidated
March, 2009 Dec, 2008
Cash and bank accounts Certificates of bank deposits - CDB-DI Investment funds
Certificates of bank deposits-CDB-DI, with first-line banks, are fixed income securities that provide yields of approximately 100% of the Brazilian interbank rate. The Investment Funds are supported by investments in Multi-Market funds, to the qualified public.
Consolidated
March, 2009 Dec, 2008
Receivables not yet due Overdue receivables: From 1 to 30 days From 31 to 60 days From 61 to 90 days Above 90 days Adjustment to present value Allowance for doubtful accounts
476.607
505.910
1.520.379
1.654.871
Inventories
Company
March, 2009 Dec, 2008
Consolidated
March, 2009 Dec, 2008
Recoverable taxes
Company
March, 2009 Dec, 2008
Consolidated
March, 2009 Dec, 2008
Value-added tax on sales and services (ICMS / IVA / VAT) Excise tax - IPI Social contribution and taxation on billings - PIS and Cofins Income tax withheld at source - IRRF Others Adjustment to present value
11
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais)
Current and Long-term: Current Non-current
Value-added tax on sales and services (ICMS / IVA / VAT) Brazilian law authorizes manufacturers of goods to set off the ICMS tax paid upon the purchase of raw materials against the taxes charged upon the sale of the finished goods manufactured with such raw materials. Recoverable ICMS derives from tax credits received by the Company in connection with ICMS taxes paid upon its purchase of raw-materials, packaging materials and other goods, which are offset against ICMS taxes resulting from the sale of the Companys products. As export sales are exempt from ICMS and a relevant portion of the Companys sales are export sales, a tax credit is generated.
The Tax Authority of the State of So Paulo (Secretaria da Fazenda do Estado de So Paulo ) filed administrative proceedings against the Company challenging the amount of the Companys ICMS tax credits arising from the purchase of cattle by the Company in other Brazilian states. The Tax Authority of the State of So Paulo claims that the tax incentives granted by such other states were not based upon an agreement with the State of So Paulo, and accordingly, the Tax Authority of the State of So Paulo only recognizes the Companys ICMS tax credits up to the amount of the ICMS tax paid in such other [Link] Companys management believes that its accounting of the ICMS tax credit is in accordance with Brazilian law, and expects to be reimbursed of such credits. PIS and COFINS (social contribution on net income) PIS and COFINS tax credits are generated as a result of PIS/COFINS taxes paid by the Company upon its purchase of raw-materials, packaging and other materials used in the manufacturing of its products against the PIS/COFINS taxes paid by Company upon the sale of its finished products. Similarly to ICMS and IPI, as exports of the Company's products are exempt from such taxes, a tax credit is created. IRRF (withholding income tax)
IRFF corresponds to withholding income tax levied upon the redemption of marketable securities by the Company. The Company expects to set off such withholding income taxes against income taxes on net income paid for the applicable period. General comments Based upon final administrative decisions by the Cmara Superior do Conselho de Contribuintes and on the opinion of its legal counsels, the Company and JBS Embalagens has performed a monetary adjustment of its tax credits of PIS, COFINS and IPI based on the SELIC rate (which is the reference rate published by the Central Bank of Brazil). After such monetary adjustments, the total PIS, COFINS and IPI tax credits totaled R$ 134,753. From the total amount the Company received an amount of R$ 17,045, and will receive and additional amount of R$ 117,708.
12
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais) 8 Related parties transactions
Main transactions between related parties in the balance sheet and income statement are the following:
Trade accounts receivable
Directly subsidiaries Mouran Alimentos Ltda. JBS Confinamento Ltda. JBS Embalagens Metlicas Ltda. JBS Global A/S (Denmark) JBS USA, Inc Inalca JBS S.p.A JBS Holding Internacional S/A Indirectly subsidiaries JBS Global Beef Company Lda. JBS Global (UK) Limited JBS Argentina S.A The Tupman Thurlow Co. Global Beef Trading SU Lda. Beef Snacks Brasil [Link]. Ltda Beef Snacks International BV Marr Russia L.L.C Other related parties JBS Agropecuria Ltda. Flora Produtos de Hig. Limp. S.A.
March 31, 2009 Trade accounts payable 23 1.454 638 447 2 9 231 2.804
Credits (Debits) 8.343 27.545 58.331 (500) 32.656 (54.407) 17.829 67.089 4.501 46 161.433
Trade accounts receivable 215 6.798 24.625 34.258 5 143 1.813 67.857
December 31, 2009 Trade accounts payable 8 2.735 677 715 7.540 83 11.758
Credits (Debits) 5.719 14.959 57.282 (531) 1.580.340 (54.920) 18.488 72.135 4.463 2.933 1.700.868
Three months period ended March 31, 2009 Sales of Purchases products
Directly subsidiaries JBS Confinamento Ltda. JBS Embalagens Metlicas Ltda. JBS USA, Inc Inalca JBS S.p.A Indirectly subsidiaries JBS Global (UK) Limited JBS Argentina S.A The Tupman Thurlow Co. Global Beef Trading SU Lda. Beef Snacks Brasil [Link]. Ltda Marr Russia L.L.C Other related parties JBS Agropecuria Ltda. Flora Produtos de Hig. Limp. S.A.
Three months period ended March 31, 2008 Sales of Purchases products 9.881 2.523 7 12.411 6.178 106.402 16.953 8.781 3.953 142.267
106 712 7.804 16.414 26.805 13.363 149 29.611 57 20.220 115.241
The Company and its subsidiaries conduct commercial transactions between them, mainly sales operations, realized wtith normal price and market conditions, when existing. The credits and debits are presented, mainly, by mutual contracts which are calculated interests and exchange rate variation. The parent company J&F Participaes S.A guarantees Eurobonds operation of the Company in the amount of US$ 275 million that become due in 2011.
13
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais) 9 Investments in subsidiaries
a) Relevant information about subsidiaries
Company's share quantity (Thousand) Shareholders' equity Net income (loss)
March 31, 2009 JBS Embalagens Metlicas Ltda. JBS Global Investments S.A. JBS Holding Internacional. S. A. JBS Global A/S Mouran Alimentos Ltda. JBS USA, Inc. SB Holdings, Inc JBS Confinamento Ltda. Inalca JBS S.p.A JBS Slovakia Holdings, S.R.O b) Investments movement
Participation
Capital stock
99,00% 100,00% 100,00% 100,00% 70,00% 100,00% 100,00% 100,00% 50,00% 100,00%
36.202 114.988 506.942 146.007 (22.105) 2.337.687 3.760 62.464 1.125.604 1.602.479
(2.746) 6.577 (28.622) (3.713) (406) 46.929 (1.375) (1.956) (188) 1.272
Dec 31, 2008 JBS Embalagens Metlicas Ltda. JBS Global Investments S.A. JBS Holding Internacional. S. A. JBS Global A/S Mouran Alimentos Ltda. JBS USA, Inc. SB Holdings, Inc JBS Confinamento Ltda. Inalca JBS S.p.A JBS Slovakia Holdings, S.R.O Transfer to Other current liabilities (Negative equity Mouran)
Addition (disposal)
(2.719) 6.577 (28.622) (3.713) (284) 46.929 (1.375) (1.956) (94) 1.272
35.840 114.988 506.942 146.007 (15.473) 2.337.687 3.760 62.464 562.802 1.602.479
15.473 5.372.969
Total
Cost
Revaluation
Buildings Land Machinery & equipment Installations Computer equipment Vehicles and aircraft Construction in progress Others
14
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais)
Consolidated Net amount
Annual Depreciation Rates Accumulated Depreciation March, 2009 Dec, 2008
Cost
Revaluation
Buildings Land Machinery & equipment Installations Computer equipment Vehicles and aircraft Construction in progress Others
Until December 2007, supported by appraisal reports from SETAPE- Servios Tcnicos de Avaliaes do Patrimnio e Engenharia S/C Ltda., the Company made an appraisal of its facilities, resulting in an increase in the value of these assets, and the creation of the revaluation reserve and the related deferred income tax and social contribution provisions. As of March 31 2009, the balance of the Companys revaluation of fixed assets account was R$ 199,308, the balance of the Company revaluation reserve account was R$ 116,695, and the balance of the Company income tax and social contribution account was R$ 55,542. The Company recorded accrued depreciation of R$ 27,071 with respect to the Companys revaluation of fixed assets as of March 31, 2009.
Consolidated
March, 2009 Dec, 2008
In July 2007 the Company acquired 100% of the capital stock of Swift Foods Company, currently known as JBS USA Holdings, Inc., and paid a goodwill of R$ 877,609, based on the expectation of future profitability. The goodwill was been amortized as long as such profits are earned, during a period of five years. The accumulated goodwill amortization until December 31, 2008 is R$ 248,656. In January 2007 the Company acquired 100% of the capital stock of SB Holdings, Inc., and paid a goodwill of R$ 21,725 based on the expectation of future profitability of the subsidiary. The goodwill was been amortized as long as such profits are earned, during a period not exceeding ten years. The accumulated goodwill amortization until December 31, 2008 is R$ 6,035. In March of 2008 the Company acquired 50% of the capital stock of Inalca S.p.A., currently known as Inalca JBS, and paid a goodwill of EUR 94,181, which correspond as of March 31, 2009 to R$ 289,916, based on the expectation of future profitability. In subsidiary In 2007, JBS Holding International S.A., through its subsidiaries JBS Argentina S.A. and JBS Mendoza S.A., acquired 100% of the capital stock of Consignaciones Rurales S.A. and Argenvases S.A.I.C. and in 2008, through the same subsidiaries, acquired 100% of the capital stock of Colcar S.A., with a total goodwill in these acquisition of $53,341 thousand Argentinean pesos, that corresponds as of March 31, 2009 to R$ 33,283. These goodwill are based on the expectation of future profitability. JBS USA has a goodwill in the amount of US$ 147,855 thousand, corresponding as of March 31, 2008 to R$ 342,314 represented, mainly, by the acquisition in 2008 of Smithfield, Tasman and Five Rivers, preliminary calculated and subject to adjustments. The goodwill is represented by the excess of the aggregate purchase price over the fair value of the net identifiable assets acquired in the purchase business combination. b) Other intangible assets
Represented, mainly, by customers' list, trademarks and patents, commercialization rights, and others, of the subsidiary JBS USA.
15
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais) 12 Trade accounts payable
Company
March, 2009 Dec, 2008
Consolidated
March, 2009 Dec, 2008
13
a)
Long-term installments have the following maturities: 2010 2011 2012 2013 2016
16
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais)
b) Consolidated Modality Financing for purchase of fixed assets FINAME / FINEM - Enterprise financing TJLP-UMBNDES index rate and interest rate of 3.0% Interest rate Libor + 1.75% and interests of 3.0% to 7.25% 221.896 231.700 Annual average rate interest and commissions of March, 2009 Dec, 2009
Notes Payable
25.006 246.902
26.380 258.080
Loans for working capital purposes ACC - Exchange advance contracts EXIM - BNDES export credit facility Fixed Rate Notes with final maturity in February 2011 (Eurobonds) Working Capital - American Dollars Working Capital - Australian Dollars Working Capital - Euros Working Capital - Reais Export prepayment Fixed Rate Notes with final maturity February 2016 (144-A) NCE / COMPROR Exchange rate variation and interest rate LIBOR + 2.00% TJLP and interest rate of 3.0% Exchange rate variation and interest rate of 9.375% Libor + Interest rate of 1.1% to 3.2% BBSY + 0,975% to 1,60% Euribor + Interests 0.15% 1.75% CDI and interest rate of 6.0% Exchange rate variation and interest rate of Libor + 1.0% Exchange rate variation and Interest rate of 10.5% CDI and interest rate of 2.0% 1.450.319 112.194 645.468 561.044 168.042 390.917 353.275 706.107 1.337.529 5.724.895 5.971.797 714.885 177.407 651.713 377.253 160.166 418.241 51.113 516.838 731.569 1.559.232 5.358.417 5.616.497
2.214.788 3.401.709 5.616.497 797 666.020 1.416.958 322.770 248.111 747.053 3.401.709
Long-term installments have the following maturities: 2009 2010 2011 2012 2013 2016
Exchange Contract Advances (ACCs) are credits funded by financial institutions to JBS S.A. and subsidiary, amounting to US$ 626,434 thousands on March 31, 2009 (US$ 305,899 thousands on December 31, 2008) and are used to finance the export sales. Outstanding amounts of export pre-payment loans were US$ 152,589 thousands on March 31, 2009 (US$ 221,154 thousands on December 31, 2008). Such loans were funded by financial institutions. NCE (Notas de Crdito Exportao) /COMPROR are an export finance credit facility linked to COMPROR used to finance the purchase of raw materials used in the Company's export products.
EUROBONDS - JBS S.A. issued 9.375% fixed rate notes due in 2011 in total aggregate amounts of US$200 million on February 6, 2006 and US$75 million on February 14, 2006. These notes are guaranteed by JBS S.A. and J&F Participaes S.A.
17
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais)
144-A - JBS S.A. also issued the 10.5% fixed rate notes due on 2016 in the total aggregate amount of US$300 million on July 28, 2006. These notes are also guaranteed by the Company.
Consolidated
March, 2009 Dec, 2008
Payroll and related social charges Accrual for labor liabilities Income tax ICMS / VAT taxes payable Others
15
Declared dividends
Company
March, 2009 Dec, 2008
Consolidated
March, 2009 Dec, 2008
Declared dividends
12.321 12.321
51.127 51.127
12.321 12.321
51.127 51.127
The shareholders approved at the Ordinary and Extraordinary General Shareholders Meeting held on April 29, 2009 the payment of dividends to the shareholders of JBS in the amount of R$ 12,321. The value of the dividends approved which is less than that had initially been proposed by the Administration of the Company of R$ 51,127 was reached by the Shareholders present at the Shareholders General Ordinary and Extraordinary meeting who decided that the amortization of goodwill should not be excluded in order to calculate dividend payments. Consequently, they preferred distributing 50% of the net profit of the period ending December 31, 2008 after discounting the legal reserve.
18
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais)
Tax Proceedings a) ICMS - Value Added Tax (Imposto sobre Operaes Relativas Circulao de Mercadorias e sobre a Prestao de Servios de Transporte Interestadual e Intermunicipal e de Comunicao)
The Tax Authority of the State of So Paulo (Secretaria da Fazenda do Estado de So Paulo ) filed several administrative proceedings against the Company, under which the Tax Authority challenges the amount of the Companys ICMS tax credits arising from the purchase of cattle and meat transfer by the Company in other Brazilian states. The Tax Authority of the State of So Paulo claims that the tax incentives should be approved by Confaz , and are known as a "Tax War". The Tax Authority of the State of So Paulo do not recognizes the Companys ICMS tax credits up to the amount of the ICMS tax paid in such other states. The Company estimates that the claims under these administrative proceedings amount to R$ 118,000 in the aggregate. In addition to presenting its defense in such administrative proceedings, the Company has filed legal proceedings seeking the payment of damages from such other states if the Tax Authority of the State of So Paulo prevails in these administrative proceedings. The legal proceedings filed by the Company suspended the requirements of the State of So Paulo. Based on the opinion of the Companys legal counsels, the Companys management established a provision for losses arising from such administrative and legal proceedings in the amount of R$ 826. The Tax Authority of the State of Gois filed other administrative proceedings against the Company, due to interpretation divergences of the Law concerning the export VAT credits. Based on the opinion of the Companys external legal counsel, the management of the Company believes the Company will prevail in most of these proceedings. The Companys management has recorded a provision for losses arising from such administrative proceedings in the amount of R$ 4,185. b) PIS (Programa de Integrao Social) and COFINS (Contribuio para Financiamento da Seguridade Social)
The Company has filed administrative proceedings challenging the calculation method used in the assessment of PIS and COFINS by the Federal Tax Authority (Secretaria da Receita Federal). The Companys management estimates that the contingencies arising from these legal proceedings amount to R$6,969 in the aggregate. Based on the opinion of the Companys legal counsels and recent decisions granted by the Brazilian Federal Supreme Court (Supremo Tribunal Federal), the Companys management has recorded a provision for losses arising from such legal proceedings in the amount of R$3,793. c) Social contributions Rural Workers Assistance Fund (FUNRURAL)
In September 2002, the INSS filed two administrative proceedings (autos de infrao) against the Company, seeking to collect certain social security contributions (which are referred to as contributions to the Rural Workers Assistance Fund (NOVO FUNRURAL) referring the period from January 1999 to December 2003, in the amount of R$ 69,200, and from 2003 until 2006, in the amount of R$ 198,800, with the aggregate amount of R$ 268,000 million, that the Company should have allegedly withheld in connection with purchases of cattle from individual ranchers. As a result of a decision by a lower court in a proceeding to adjudicate a writ of mandamus action filed by the Company in order to challenge the constitutionality of such social security contributions, the administrative proceedings have been stayed and the INSS has been enjoined from collecting these social security contributions from the Company. The INSS has not timely appealed from this decision and, accordingly, the proceeding has been submitted to the review of the Regional rd Federal Court of the 3 Region as a matter of law. Currently, the proceedings await a ruling by such appellate court. Based on the opinion of the Companys legal counsel supported by precedents of the Federal Supreme Court in a similar case, the Companys management believes that the Company will prevail in these proceedings. Accordingly, the Company has not established any provision for contingencies arising from these proceedings.
In order to preserve its claims under the administrative proceeding and to avoid the lapse of the applicable statute of limitations period relating to these claims, the INSS sent the Company tax default notices (notificaes fiscais de lanamento de dbito ) with respect to the contributions allegedly owed by the Company for the period from January 2009 to December 2003, in the amount of R$ 69,200, and from 2003 until 2006, in the amount of R$ 198,800, with the aggregate amount of R$ 268,000. In its defense to these default notices, the Company argued that it did not pay the contributions with respect to the period described in such notices in light of the favorable decision issued by the trial court reviewing the writ of mandamus action, which ordered the stay of the administrative proceedings and enjoined the INSS from collecting the contributions from the Company until a final decision is reached under such action.
19
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais)
An ongoing legal proceeding arguing as to the unconstitutionality of the contribution to the Rural Workers Assistance Fund, with issues and factual circumstances similar to the writ of mandamus action is currently under review by the Brazilian Federal Supreme Court (Supremo Tribunal Federal ). Up to the present moment, five of the ten judges opining on this proceeding have voted to declare this contribution unconstitutional and no judge has issued a dissenting opinion on this matter. Based on this and other precedents and on the opinions of its external legal counsel, the Companys management believes the Company will prevail in these proceedings. Accordingly, the Companys management has not established any provision for contingencies arising from these proceedings. Currently, the Company is not forced to apply any discount, or pay the amount. In case any discount is made, due to commercial negotiation, the Company apply the discount and deposits it in Judgement, accomplishing the judicial decision.
The Company actually cannot assure that the INSS will not file other legal proceedings or issue default notices as a result of its failure to pay these social contributions for other fiscal years not covered by the administrative proceedings and default notices filed against the Company. In addition, the Company is granted an unfavorable decision under these administrative and legal proceedings, and INSS will not just be able to demand the withdrawal from the values of the debit notifications, estimate effect of R$ 38,000, as well as the values that have not been discounted, estimate effect of R$ 43,600, that will result in a total estimate exposure of R$ 81,600. d) Other Tax Proceedings The Company is also party to 100 other tax lawsuits and administrative proceedings. Contingencies arising from these proceedings are not material to the Company if considered on an individual basis. We highlight the proceedings with probable risk of loss, which have been provisioned for in the aggregate amount of R$ 17,876. Labor Proceedings As of March 31, 2009 the Company was party to 1,169 labor and accident proceedings, 186 tax proceedings filed by the work regional police stations and 2 proceedings established by the work public prosecution service, involving total value of R$ 106,606. Based on the opinion of the Companys external legal counsel, the Companys management recorded a provision in the amount of R$19,445 for losses arising from such proceedings. Most of these lawsuits were filed by former employees of the Company seeking overtime payments and payments relating to their exposure to health hazards. In the three months period ended on March 31, 2009 the Company reviewed its criterion for contingencies allocation according to the legal natures, impacting in a considerable increase in the labor contingencies, in the involved and accrued amount, referring the new allocation of the proceedings of disease and labor accidents, that previously were allocated as civil nature contingencies, being now considered as labor contingencies. Civil Proceedings a) Slaughterhouse at Araputanga In 2001, the Company (formerly known as Friboi Ltda.), entered into a purchase agreement for the acquisition of one slaughterhouse located in the City of Araputanga, State of Mato Grosso, from Frigorfico Araputanga S.A. (Frigorfico Araputanga). As a result of the payment of the purchase price by the Company and the acknowledgement by Frigorfico Araputanga of compliance by the Company with its obligations under the purchase agreement, a public deed reflecting the transfer of title of the slaughterhouse from Frigorfico Araputanga to the Company was registered with the applicable real estate notary. As (i) Frigorfico Araputanga was a beneficiary of certain tax benefits granted by the Federal Government through an agency responsible for fostering the development of the northern region of Brazil (Superintendncia de Desenvolvimento da Amaznia SUDAM) and (ii) the slaughterhouse sold to the Company was granted by Frigorfico Araputanga to SUDAM as collateral for these tax benefits the consent of SUDAM was required for the registration of the public deed with the applicable real estate notary. In June 2004, Frigorfico Araputanga S.A. filed a lawsuit against the Company in a state court located in the City of Araputanga, State of Mato Grosso, alleging that the Company breached the purchase agreement and seeking an injunction to prevent the Company from finalizing the transfer of the slaughterhouse and a declaratory judgment that the purchase agreement and the public deed registered with the real estate notary were null and void. In the lawsuit, Frigorfico Araputanga claimed that the sale of the slaughterhouse should be nullified as the Company did not obtain the consent of SUDAM in order to register the public deed with the applicable real estate notary. In January 2005, the court of appeals (Tribunal de Justia do Mato Grosso ) held that the Company had complied with all material terms of the purchase agreement. The lawsuit was subsequently submitted to the review of the Federal Court of Cceres, under No. 2005.36.01.001618-8, in light of the inclusion of the Federal Government as a party to the lawsuit. The Company obtained the consent of Unidade de Gerenciamento dos Fundos de Investimento - UGFIN, the successor of SUDAM, according to the Federal Regional Court of the 1st Region (Tribunal Federal da 1 Regio ) decision, under Proceedings No. 2006.01.00.024584-7.
20
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais)
The parties are waiting for ruling following a judicial expert appraisal favorable to the company, that after evaluating the payments made by Agropecuria Friboi, the appraisal concluded that the debit was already paid. The judicial appeal number 2006.01.00.024584-7 was judged favorably to the Company, when the "TRF" Regional Federal Court declared valid the purchase title deeds of the property, object of discussion. Based on the Companys legal advisers' opinion and based on Brazilian jurisprudence management of the Company believes that their arguments will prevail and no provision was registered. b) Trademark Infringement In July 2005, Frigorfico Araputanga filed a lawsuit against the Company seeking damages in the amount of R$26,938 and punitive damages in the amount of R$100,000 for the use by the Company of the trademark Frigoara without Frigorfico Araputangas consent. The amounts of the claim were based upon a report presented by Frigorfico Araputanga to the trial court, which appraised the value of the trademark Frigoara at R$315,000.
The Company presented its defense against this lawsuit alleging that (i) the lawsuit should be analyzed and reviewed together with the lawsuit relating to the purchase of the slaughterhouse from Frigorfico Araputanga by the Company, (ii) the trademark Frigoara was used by the Company for a limited period of time, with the written consent and upon the request of Frigorfico Araputanga (the use of the trademark by the Company was a requirement of SUDAM to consent to the registration of the public deed contemplating the transfer of the slaughterhouse from Frigorfico Araputanga to the Company) and (iii) the amount of any damages under the lawsuit should be limited to a percentage of products sold by the Company under the trademark Frigoara, pursuant to article 208 of the Intellectual Property Law. Almost all of the products manufactured by the Company were marketed under the trademark Friboi. The only product marketed by the Company under the trademark Frigoara was minced meat, in limited amounts. In light of the foregoing, the Companys management established a provision for losses arising from this lawsuit in the amount of R$600. Following a determination of the judge of the trial court, the lawsuit was submitted to the review of the Federal Court of Cceres on January 17, 2007. The judge of the Federal Court of Crceres determined that this lawsuit be joined with the lawsuit relating to the purchase of the slaughterhouse by the Company from Frigorfico Araputanga. The Federal Government will be notified to issue an opinion on the matter under discussion in this lawsuit. Based on the Companys legal counsel opinion supported by precedents of the Federal Brazilian Supreme Court (Supremo Tribunal Federal ) and the Brazilian Superior Court of Justice (Superior Tribunal de Justia ), the Companys management believes that the Company will prevail in these proceedings. c) Others The Company is also party in other civil proceedings that in the evaluation of the Administration and its legal advisers, the loss expectation on March 31, 2009 is of R$ 1,608.
17
21
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais) 18 Income taxes
Income tax and social contribution are recorded based on taxable net income pursuant to the rates set forth in the applicable laws. Deferred income tax and social contribution are recorded based on the temporary differences between the carrying amounts on the Companys financial statements and the tax basis of assets and liabilities, as well as on the tax loss carry forward credits.
a) Reconciliation of income tax and social contribution of the Company
Temporary differences Deferred income tax and social contribution b) Deferred income tax and social contribution Company
March, 2009 Dec, 2008
(27.979) 9.513
Consolidated
March, 2009 Dec, 2008
24.275 24.275
22.626 22.626
506.534 506.534
481.485 481.485
74.825 74.825
83.453 83.453
907.925 907.925
884.927 884.927
The Company and its subsidiaries have a track record of future taxable net income. The Company expects to recover the tax credits arising there from within eight years due to the termination of the causes of their contingencies.
19 Shareholders equity
a) Capital Stock The Capital Stock on March 31, 2009 and December 31, 2008 is represented by 1,438,078,926 ordinary shares, without nominal value. From the total shares, as described in letter e) below, 37,140,300 shares are maintained in treasury (34,226,200 on December 31, 2008). The Company is authorized to increase its capital by an additional 22,600,000 ordinary nominative shares. b) Profit reserves Legal reserve Computed based on 5% of the net income of the year. Reserve for expansion Consists of the remaining balance of the net income after the computation of legal reserve and dividend distribution. The purpose of this reserve is to provide funds to investment in assets. c) Revaluation reserve
Revaluation reserve reflects the appraisal effected by the Company, net of tax effects that are progressively offset against retained earnings to the same extent that the increase in value of the revalued property is realized through depreciation, disposal or retirement.
22
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais)
d) Dividends Mandatory dividends correspond to 25% of the adjusted net income of the year, according to article 202 of Law 6.404/76. e) Treasury shares The Board of Directors of the Company, based on the amendment of it by-laws and according to the normative instructions of CVM numbers 10/80, 268/97 and 390/03, authorized the acquisition of not more than 41,113,898 shares for maintenance in treasury and subsequent cancel or alienation without reduction of the social capital. On March 31, 2009, the Company maintained 37,140,300 treasury shares, with an average unit cost of R$ 5.60, and the minimum and maximum acquisition prices were R$ 2.68 and R$ 8.54, respectively. The market value of the shares according to the BOVESPA as of March 31, 2009 was R$ 5.25.
20
The financial expense for the three months period ended on March 31, 2008 is affected by the exchange variation and its relation to permanent foreign investments. The impact os the exchange rate variation is R$ 46.186 (R$ 39.004 in the consolidated), and did not affected the EBITDA.
21 Managements compensation
For the trhree months period ended March 31, 2009 and 2008, the aggregate compensation paid by the Company to the Companys management was R$ 750.
22 Insurance coverage
The Company adopts the policy of maintaining insurance coverage for property, plant and equipment and inventories that are subject to risks, in the amounts considered sufficient to cover any loss arising from such risks. Due to the multi-location aspect of its business, the Company contracts insurance covering the maximum possible loss per operational unit. The insurance covers the following events: fire, flood and landslide. As of March 31, 2009 the maximum individual coverage was R$ 99,000, considering all types of risks. The insurance coverage related to the controlled company JBS Argentina has the same characteristics as explained above, and the maximum coverage as of March 31, 2009 was US$ 32 million (equivalent to R$ 74,086). The insurance coverage related to the controlled Company JBS USA, Inc. has the same characteristics as explained above, and the maximum coverage as of March 31, 2009 was US$200 million (equivalent to R$ 463,040). The insurance coverage related to the controlled Company Inalca JBS has the same characteristics as explained above, and the maximum coverage as of March 31, 2009 was Euros 141 million (equivalent to R$ 434,039).
23
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais)
a) Foreing exchange and Interest Rate Risk The exchange rate and interest rate risks related to financings and loans, and accounts receivable from clients denominated in foreign currencies, inventories, are hedged on a transaction by transaction basis, through derivative instruments, such as swap contracts (dollar to CDI or LIBOR to fixed interest rates or vice-versa), futures contracts traded on the Bolsa de Mercadorias e Futuros - BM&F and forward contracts. The notional value of the contracts is not registered in the financial statements. The results of over-the-counter trades in the futures market and daily adjustments of currency future contracts are made realized and liquidated; on the BM&F, and are recognized as financial income or expense, in the profit and loss accounts. b) Credit risks The Company is exposed to credit risks in respect of accounts receivable, which are partially mitigated through the diversification of the credit profile of the Companys portfolio. The Company does not have a custumer that represents more than 10% of its combined net sales revenue, and its customers have good financial and operating indicators. c) Purchase Price of Cattle The Company is exposed to volatility with respect to the price of cattle, caused by climate factors, supply, transportation cost and agricultural policies. According to its inventory policy, the Company maintains individual physical control of its livestock, which includes anticipated purchases combined with operations on the future markets. d) Fair value estimate The financial assets and liabilities of the Company are accounted for on the balance sheet based on their respective acquisition cost, and the related classification of revenue and expenses in the income statement is accounted for based on its expected realization or liquidation value. The fair value of the financial instruments that are not derivatives and derivatives contracts was estimated based on the available market information. e) Financial instruments information Below are presented the assets and liabilities exposed to risks, which are subject to derivative instruments, as well as the effects of those accounts in the income statements of the three months period ended on March 31, 2009: Income Statements effects Exchange EXPOSURE OPERATING Accounts receivable - US$ / / Investments - US$ / Inventories destined to export - cattle Order of sales - US$ / / Subtotal FINANCIAL Credits with subsidiaries - US$ / Loans and financings - US$ Imports payable - US$ Amounts receivable (payable) of forward contracts, NET Subtotal TOTAL March, 2009 Dec, 2008 variation Derivatives
(201.192)
(201.192) (181.006)
Investments - Was deliberated, in the Council of Administration meeting, that the Hedge of the investments in overseas companies should not be done.
Order of sales - The notional amount is not registered in financial statements. Starting in 2008, in accordance with the pronouncement CPC 14, the Company started to account the sales orders exchange variation to oppose the effects of the hedge of these same orders.
24
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais)
f) Sensitivity analysis Considering that the Company is exposed, mainly, to the exchange rates and interests risks on its assets and liabilities in foreign currency, and uses derivative instruments for protection of these referred assets and liabilities, the variations scenarios are followed by the respective protection objects, generating almost zero effects.
On February 20th, 2009 the Company disclosure to its shareholders and the market in general that it has terminated the acquisition process of National Beef, and all related litigation with the Department of Justice will also be terminated. The Company announced the acquisition of National Beef on March 4th, 2008, and the Department of Justice of the United States Government filed a suit to block the deal on October 20th 2008 on competition grounds. The Company endeavored to encounter a solution with the parts involved but in the absence of satisfactory conditions decided not to follow on with the acquisition.
25
Subsequent events
Caption of Senior Unsecured Notes (Bonds) through the subsidiary JBS USA, LLC, and the indirect subsidiary JBS USA Finance, Inc. On April 14, 2009 the Company and its subsidiary JBS USA, LLC, toguether with the indirect subsidiary JBS USA Finance, Inc. announced the offering, subject to market conditions, of Senior Unsecured Notes (Bonds) for an aggregate principal amount of US$ 400 million due 2014. On April 23, 2009 the Company announced the decision to increase the aggregate principal amount to US$ 700 million, with a coupon of 11.625%, due in 2014. The transaction will be effective on April 27, 2009. The Company intends to use the proceeds to balance debt with revenue geographically and improve its short term liquidity, as well as increasing its cash position. The notes have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state laws.
25
JBS S.A.
Notes to the financial statements for the three months period ended March 31, 2009 and 2008 (Expressed in thousands of reais) 26 Complemental information - Economic value added for the three months period ended March 31, 2009
Controladora Revenue Sales of goods and services Other income Own assets building income Goods Cost of services and goods sold Materials, energy, services from third parties and others Losses/Recovery of amounts Other costs Consolidado
9.388.697 488 (2.105) 9.387.080 (6.690.146) (1.349.747) (144.827) (310) (8.185.030) 1.202.050 (83.341) 1.118.709 161.663 1.135 1.281.507
Gross added value Depreciation and Amortization Net added value generated by the Company Net added value by transfer Equity in subsidiaries Financial income Others Net added value to distribution
Distribution of added value Labor Salaries Benefits F.G.T.S. (Brazilian Social Charge) 109.090 8.926 5.179 123.195 Taxes and contribution Federal State Municipal 25.903 21.307 56 47.266 Capital Remuneration from third parties Interests Rents Others 503.524 3.611 1.553 508.688 Owned capital remuneration Loss of the period Minorit interests participation on retained income (322.684) (322.684) Added value distributed 356.465 739.701 161.178 5.234 906.113 57.540 26.528 374 84.442 599.231 8.377 6.963 614.571 (322.684) (935) (323.619) 1.281.507
* * * * *
26
JBS S.A.
May 14 ,2009
Investor Relations Contact
Jeremiah OCallaghan: IR Director Rodrigo Gagliardi: IR Manager
E-mail: ir@[Link] Phone: +55 (11) 3144-4055 Website: [Link] th
In God We Trust
So Paulo, May 14th, 2009 JBS S.A. (JBS) (Bovespa: JBSS3), the worlds largest producer and exporter of beef and beef products announces today its first quarter results for 2009 (1Q09). For the purpose of analysis, this report considers the results for the quarter ended December 31, 2008 (4Q08) and March 31, 2008 (1Q08). The consolidated results of JBS are presented in Brazilian reais (R$) and when separately analyzed each business unit reports its results in the currency of the country in which it operates. The operations of JBS Australia are an integral part of the subsidiary JBS USA and both results refer to the period of 13 weeks ending March 29, 2009 (1Q09).
HIGHLIGHTS
9 Net revenue increased 58.2% from R$5,859.1 million in 1Q08 to R$9,267.9 million in 1Q09. 9 Consolidated EBITDA increased 20.4% when compared with the same period last year from R$175.7 to R$211.5 million. 9 The conclusion of financial and structural adjustments required with a view towards the ongoing growth of the Company as defined in its strategy. 9 70.0% of the level reached in relation to cost reductions and efficiency increase. 9 Sustained EBITDA margin maintenance in the Beef operation in the US (2.2%) bearing in mind the seasonality. 9 The improvement of the Brazilian market where an EBITDA margin of 7.2% was reached in 1Q09 indicating a positive trend in this market. 9 The consolidation of a Global Production Platform. 9 The consolidation of the strategy to build a sustainable, direct and efficient global distribution platform of meat and meat products both chilled and frozen.
HIGHLIGHTS
R$ million Net Revenue Cost of Goods Sold EBITDA JBS USA Beef (US$) JBS USA Pork (US$) INALCA JBS (Euro) JBS Brasil (R$) JBS Argentina ($ Pesos) Consolidated EBITDA EBITDA margin Net financial income (expense)* Net Income (Loss) Net Debt/ EBITDA Earnings per Share 1Q 09 9,267.9 -8,509.8 59.7 7.5 5.6 80.5 -32.7 211.5 2.3% -446.6 -322.7 2.52x -0.23 4Q 08 9,633.2 -8,781.8 60.4 25.6 8.3 77.9 -20.4 265.9 2.8% -238.8 -53.5 1.95x -0.04 % -3.8% -3.1% -1.2% -70.8% -32.4% 3.3% 60.5% -20.4% 87.0% 502.7% 504.0% 1Q 08 5,859.1 -5,348.8 -13.5 15.6 7.3 139.8 -13.4 175.7 3.0% -76.8 -6.6 2.9x 0.01 % 58.2% 59.1% -52.1% -24.0% -42.4% 145.0% 20.4% 481.5% -
*Financial expense in 1Q08 were positively affected by the exchange variation on foreign currency investments in the amount of R$39.0 million. Exchange variations do not have a cash effect on the Company, and as such do not impact the EBITDA.
network which will further consolidate our strategy of creating the leading and most efficient global distribution Company for meats and meat derivatives both chilled and frozen. My thoughts are based on the confidence shared with the Administration and on the belief in the capacity which I have in our team to continue growing, improving results and building a better Company. Without the support of the financial community, analysts and all our stockholders, our efforts would have been in vain. I thank you all for the confidence you have shown in our Company and in our Administration. I would like to finish by thanking the whole team of collaborators. Running our Company during the last quarters of a turbulent global financial market has been a challenge. However, I am satisfied in knowing that I can count on leaders who are dynamic and agile and who have not measured their time in protecting JBS and in making our Company strong and protected against future external negative market factors beyond our control. Congratulations to you all for your efforts and dedication. Joesley Mendona Batista President
110
100
90
80
Jan-09 Feb-09 Mar-09
JBSS3
Ibovespa Index
JBS shares accompanied the Bovespa Index during the period of the 1Q09 returning to value levels similar to those seen prior to the financial crisis which peaked during the second half of last year. The average daily volume traded in the period was R$12.5 million. JBS share price increased in the period by 5.8% while the Bovespa Index showed a 1.7% increase. The performance of the share price is a reflection of the confidence of stockholders in the Company strategy to reach all markets through its global production and distribution platform as well the adequate financial structure of the Company. JBS shares represented by the ticker JBSS3 make up part of a number of the indexes of the BM&F as well as Bovespa, such as Ibovespa, IBrX-50, Corporate Governance Index (IGC) as well as The Consumer Index (ICON). Besides, the Companys stock is traded in the US through an OTC ADR (American Depositary Receipt) program under the ticker JBSAY.
110
100
90
80
70 Jan-09
Mar-09
When compared with the S&P 500, JBS stock increased in value by 5.6% against a decrease in the S&P 500 of 14.4% in the period.
5
CORPORATE GOVERNANCE JBS has embraced a Corporate Governance model with a view to implementing the best practices in the Company. The view is that the model demonstrates transparency and confidence to the public, guaranteeing the best products and services for customers, solidity for suppliers, satisfactory return for shareholders and the certainty of a better future for all JBS collaborators. The commitment of the Company towards an effective Corporate Governance is reflected in the fact that JBS is listed on the Novo Mercado of the Sao Paulo Stock Exchange (Bovespa). This carries the rigorous commitment to good Corporate Governance practices. At present, besides the Board of Directors and the Supervisory Board, JBS also has Audit, Finance, People Management and Business Strategy Committees. To formalize the Companys protection against the risk of relevant losses in the Options Market, JBSs Shareholders approved in the Annual and Extraordinary General Meeting held on April 29, 2009 the inclusion of a new article in JBSs bylaws expressly prohibiting the Company and any of its subsidiaries, whether direct or indirect, to sign any contracts of sales of Options if the Company and any of its subsidiaries in question has no such activity in its corporate purpose. In the same Shareholders Meeting, the election of the members of the Board and Fiscal Council were approved.
Directors Joesley Mendona Batista Wesley Mendona Batista Jos Batista Sobrinho Jos Batista Jr. Marcus Vinicius Pratini de Moraes(1) Wagner Pinheiro de O liveira(1)
(1)
Date of election 29/ 4/ 2009 29/ 4/ 2009 29/ 4/ 2009 29/ 4/ 2009 29/ 4/ 2009 29/ 4/ 2009
End of office term 2011 ASM 2011 ASM 2011 ASM 2011 ASM 2011 ASM 2011 ASM
Independent Member
Member Name Divino Aparecido dos Santos Florisvaldo Caetano de O liveira John Shojiro Suzuki Hlio Ricardo Teixeira de Moura Srgio Longo
Date of election 29/ 4/ 2009 29/ 4/ 2009 29/ 4/ 2009 29/ 4/ 2009 29/ 4/ 2009
End of office term 2011 ASM 2011 ASM 2011 ASM 2011 ASM 2011 ASM
*Financial expense in 1Q08 were positively affected by the exchange variation on foreign currency investments in the amount of R$39.0 million. Exchange variations do not have a cash effect on the Company, and as such do not impact the EBITDA.
Domestic Market
Fresh and Chilled Beef Processed Beef Others
1,373.5
1,244.9 31.2 97.4
1,349.9
1,226.6 31.6 91.7
1.7%
1.5% -1.4% 6.2%
994.8
885.5 27.9 81.4
38.1%
40.6% 11.8% 19.7%
Exports
Fresh and Chilled Beef Processed Beef Others
422.4
396.8 20.9 4.8
418.4
389.0 25.8 3.7
1.0%
2.0% -19.1% 29.6%
378.5
349.8 26.2 2.5
11.6%
13.4% -20.3% 87.2%
TO TAL
1,795.9
1,768.3
1.6%
1,373.3
30.8%
JBS ends 1Q09 with 58.2% net revenue growth when comparing to 1Q08, due to the conclusion of the acquisitions of Smithfield Beef and Tasman during 2008. EBITDA increased 20.0% from R$175.7 million in 1Q08 to R$211.5 in 1Q09.
The EBITDA margin reduced to 2.3% in 1Q09 from 3.0% in the same period of 2008. In 1Q08 Brazil still exported to the European Union, after which restrictions on Brazilian fresh beef were imposed. EU exports contributed to JBS Brazil EBITDA Margin of 13.9% in 1Q08, compared with 7.2% in 1Q09. Besides, certain factors affected margins at JBS Argentina and JBS USA Pork (see respective Business Units chapter) contributing negatively to the consolidated margin.
N N et et Sales Sales Revenue Revenue (R$ (R$ million) million) EBITDA and and EBITDA EBITDA Margin Margin (R$ (R$ million) million) EBITDA
3.0%
9,633.2 7,771.5
2.3%
9,267.9
7,129.5 5,859.1
290.8
265.9 211.5
175.7
2 1 .7 %
9 .0 %
2 4 .0 %
-3 .8 % 6 5 .5 % 6 1 .8 % -4 3 .5 % -2 0 .4 %
1Q08
Source: JBS
2Q08
3Q08
4Q08
1Q09
1Q08
2Q08
3Q08
4Q08
1Q09
During 2008 there have been a concerns regarding stable results at JBS Beef USA and JBS Brazil. The 1Q09 results show sustainable margins at JBS USA Beef, aligned with the management expectations, considering the seasonality that affects the beef sector. In Brazil, the beef sector is recovering from structural issues, the Company expects continued margin growth as the fundamental are maintained. Net Income / Loss In 1Q09, the Company presented a loss of R$322.7 million due to financial expenses of R$446.6 million as well as losses in the Argentina operations. The financial expenses of 1Q09 is composed of (i) debt servicing and (ii) export contracts from the second semester of 2008 that resulted in goods returned, cancelled contracts and delays which affected hedging positions and cattle purchase related to these contracts. The Company opted to settle all these pending positions and bear the losses of commitments it believes will not be honored.
Indebtedness
R$ Million Net indebtedness Cash and cash equivalents Current Long term Gross indebtedness Net Debt/ EBITDA*
* Last 12 months till 03/2009
JBS indebtness is made up primarily of working capital loans and notes (Reg. S and 144A rule) amounting to U$575 million, with maturities in 2011 and 2016, of which U$275 million was issued with coupon of 9.375% payable quarterly, and U$300 million with coupon of 10.50% payable semiannually. Leverage JBS continues its plan to reduce leverage in 2009.
4Q07
1Q08
2Q08
3Q08
4Q08
1Q09
source: JBS Net Debt/ EBITDA EBITDA pro-forma * LTM including Smithfield Beef pro-forma.
Capital Expenditure The total amount of JBS capital expenditure for property, plant and equipment, not including acquisitions, was R$ 260.8 million in 1Q09. Below are the relevant investments made by the Company in 1Q09 among which are acquisitions of new equipment and maintenance of manufacturing facilities. JBS USA Beef Business Unit Investments were made in the Grand Island, Dumas and Greeley plants, to improve the processing of byproducts, refrigeration structure and equipment to gain efficiency in the deboning activity. JBS USA Pork Business Unit In the USA Pork Business Unit the Company made investments in the Marshalltown, Louisville and Worthington plants, in pork slaughtering systems that use carbon gas, casing plants, improvements to generate production efficiency gains and equipment for packaging of customized products. JBS Australia In Australia investments were made in the Dinmore, Beef City and Rockhampton plants refrigeration systems, offal processing and maintenance areas. INALCA JBS INALCA JBS made investments in the Odinzovo (Moscow, Russia), Ospedaletto, Gazoldo Degli Ippoliti and Busseto Italy units, to improve food service activities and increase the slicing and production capacity for ham, cured meats, hamburgers and sausages. There were also investments in the distribution centers in Angola (Luanda) and Democratic Republic of the Congo (Kinshasa) to increase their portioned product and storage capacity. JBS Brazil In Brazil investments were made in the plants at Barra do Garas (MT), Campo Grande (MS), Iturama and Tefilo Otoni (MG), Vilhena (RO), and Anpolis in Gois, to increase refrigeration, freezing, slaughtering and storage capacity . JBS Argentina The freezing capacity of the distribution center of Pilar, and the sausage and hamburger production capacity of Rosario and Ponte Vedra plants were expanded.
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Breakdown of Stockholders
Shareholders J & F Participaes S.A. ZMF Fundo de Investimentos em Participaes Treasury Shares Shares outstanding
BNDES Participaes S.A. - BNDESPAR PR O T - FIP Minority shareholders
Number of Shares 632,781,603 87,903,348 37,140,300 186,891,800 205,365,101 287,996,774 680,253,675 1,438,078,926
13.0% 14.3% 20.0%
47.3% 100.0%
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Financial Highlights
US$ million Heads slaughtered (thousand) Net Revenue EBITDA EBITDA margin % 1Q 09 1,979.3 2,680.2 59.7 2.2% 4Q 08 1,922.5 2,789.6 60.4 2.2% % 3.0% -3.9% -1.2% 1Q 08 1,355.3 1,935.1 -13.5 -0.7% % 46.0% 38.5% -
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The Pork Business Unit of JBS USA (12% of gross revenue) JBS pork business unit net revenue decrease of 1.7% from US$535.5 million in 1Q08 to US$526.3 million in 1Q09 primarily reflects a reduction in volume due to a lower availability of hogs in the market, partially offset by an increase in sales prices. Compared with the previous quarter, the net revenue went from US$600.5 million in 4Q08 to US$526.3 million in 1Q09 decreasing 12.4%. That movement reflects a reduction in pork volumes attributable to a weakening of the meat margin spread as hog price increases were not able to be passed through with higher sale prices. The EBITDA margin decline to 1.4% in 1Q09 was driven by a decrease in Pork slaughter volumes and an increase in hog prices which could not be passed through in terms of higher sale prices, especially for rendered products that include fats which accompany worldwide lower petroleum prices. On the other hand on per head basis, storage, freight and utilities costs were reduced.
Financial Highlights
US$ million Animals slaughtered (thousand) Net Revenue EBITDA EBITDA margin % 1Q 09 2,977.0 526.3 7.5 1.4% 4Q 08 3,337.4 600.5 25.6 4.3% % -10.8% -12.4% -70.8% 1Q 08 3,168.8 535.5 15.6 2.9% % -6.1% -1.7% -52.1% -
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The INALCA JBS Business Unit (5% of gross revenue) Revenues in 1Q09 compared with the 4Q08 decreased 11.3%. Inalca JBSs Italian beef segment had lower performance comparing to the previous quarter, as well as the Inalca JBSs foreign operations, mainly in Russia, Angola and Congo. The reductions on sales are linked to the year-end seasonality and the financial crisis that affected European and African markets at the beginning of this year. There is an overall increase of 9.1% in 1Q09 compared with 1Q08, from 131.9 million to 144.0 million. The EBITDA margin reduction from 5.1% in 4Q08 to 3.9% in 1Q09 was caused by lower sales performance. There was a change in the mix of products sold caused by the migration of costumers to lower value added cuts.
Financial Highlights
million Heads slaughtered (thousand) Net Revenue EBITDA EBITDA margin % 1Q 09 94.5 144.0 5.6 3.9% 4Q 08 118.8 162.3 8.3 5.1% % -20.5% -11.3% -32.4% 1Q 08 82.1 131.9 7.3 5.6% % 15.1% 9.1% -24.0% -
Note: The above numbers represent 50% of Inalca JBS owned by JBS S.A.
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JBS Brazil Business Unit (15% of gross revenue) In Brazil, the suspension of some relevant industry competitors provided an opportunity of market-share improvement for Company, sustained by a solid financial structure and available capacity. The investments made to increase capacity that JBS made in the past few years allowed the Company to boost its revenue 11.4% in 1Q09 compared with the same period in 2008. The net revenue went from R$1,009.0 million in 1Q08 to R$1,124.4 million in 1Q09. When compared with 4Q08 there is a 9.5% drop on the net revenues. This is a seasonal movement caused by higher consumption of beef in the period due to the holidays of the end of the year. Besides, in the months prior to Easter the demand for beef is reduced. The EBITDA margin reduction observed between 1Q08 and 1Q09 from 13.9% to 7.2% is justified by the exports volume drop to the European Union, a premium cuts market. In the beginning of 2008 cattle traceability restrictions that were imposed on Brazil drastically reduced the exports to the E.U.. The EBITDA had an increase from 6.3% in 4Q08 to 7.2% in 1Q09, reflecting export volumes recovering, a favorable exchange rate, better domestic market and lower costs of raw-material.
Financial Highlights
R$ million Heads slaughtered (thousand) Net Revenue EBITDA EBITDA margin % 1Q 09 777.8 1,124.4 80.5 7.2% 4Q 08 631.5 1,242.8 77.9 6.3% % 23.2% -9.5% 3.3% 1Q 08 650.2 1,009.0 139.8 13.9% % 19.6% 11.4% -42.4% -
15
Domestic Market Net Revenue (R$ million) Fresh and Chilled Beef Processed Beef O thers TO TAL Volume (thousand tons) Fresh and Chilled Beef Processed Beef O thers TO TAL Average Price (R$/ Kg) Fresh and Chilled Beef Processed Beef O thers
Exports Net Revenue (R$ million) Fresh and Chilled Beef Processed Beef TO TAL Volume (thousand tons) Fresh and Chilled Beef Processed Beef TO TAL Average Price (R$/ Kg) Fresh and Chilled Beef Processed Beef
5.9 7.7
8.4 9.0
-29.2% -14.9%
7.0 5.1
-14.6% 50.2%
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JBS Argentina Business Unit (2% of gross revenue) Net revenue of JBS Argentina had a decrease of 7.8% in 1Q09 when compared with the previous quarter due to a reduction in the volume sold in the domestic market and lower average sales price in exports. The net revenue increased 43.0% in the 1T09 when compared to 1Q08, as a result of lifting quotas restrictions that limited export volumes of industrialized products, industrial action by producers, price controls imposed by the government that negatively impacted the Company's operations 1Q08. The EBITDA margin was adversely impacted by the reduction in export volume caused by the credit crunch that affected customers, a reduction in average prices and a low volume of sales of industrialized/further processed products.
Financial Highlights
$ Argentinean Pesos million Heads slaughtered (thousand) Net Revenue EBITDA EBITDA margin % 1Q 09 195.9 314.6 -32.7 -10.4% 4Q 08 155.2 341.2 -20.4 -6.0% % 26.2% -7.8% 60.5% 1Q 08 113.0 220.1 -13.4 -6.1% % 73.3% 43.0% 145.0% -
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Exports Net Revenue (million Argentinean Pesos) Fresh and Chilled Beef Processed Beef O thers TO TAL Volume (thousand tons) Fresh and Chilled Beef Processed Beef O thers TO TAL Average Price (Pesos/ Kg) Fresh and Chilled Beef Processed Beef O thers
18
Recent Events Senior Notes JBS USA, LLC and JBS USA Finance, Inc. (subsidiries of JBS S.A.) concluded in April 2009 the issuance of a Senior Notes Offering in the principal amount of US$700 million, with a coupon of 11.625%, due in 2014. JBS intends to use the proceeds to balance debt with revenue geographically and improve its short term liquidity, as well as increasing its cash position. Company comments: Given the fact that JBS is operating in the US for under two years and in the present financial environment, we feel that the strong demand for these Notes is a measure of how far we have progressed. This is our first issuance by our US subsidiary, and we are pleased to see the confidence that the financial community has demonstrated in our work. We plan to continue to operate efficiently in our global production platform, and the funds raised will help us reach that goal. H1N1 Influenza (North American Influenza) The Company believes that there is no health hazard related to the consumption of pork products. Although the recent outbreak of influenza has been miss-titled as Swine Influenza instead of North American Influenza (as communicated by the World Health Organization WHO), there is no evidence that this virus is related to swine production or that the consumption of pork meat represents a health risk. Company comments: JBS is primarily a beef Company with an extensive production platform in the major producing countries and has a pork operation which represents 14.0% of the Companys revenue. JBS does not raise hogs and is not vertically integrated. We buy and process hogs so any eventual demand reduction would be immediately reflected in the hog prices. In this scenario, we believe we can maintain our margins in the pork business. Although the Company reiterates that there is no evidence to suggest that pork products represent a risk to consumers, any eventual reduction in pork demand would represent a corresponding increase in beef demand, a sector where the Company is a global leader.
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Exports 22%
Beef Italy 5%
Source: JBS
O thers 14%
China 5%
South Korea 6%
Russia 8%
Mexico 9%
USA 11%
Source: JBS
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CONTACTS
Head Office Avenida Marginal Direita do Tiet, 500 CEP: 05118-100 So Paulo SP Brazil Phone: (55 11) 3144-4000 Fax: (55 11) 3144-4279 [Link]
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Company December, March, 2009 2008 ASSETS CURRENT ASSETS Cash and cash equivalents Trade accounts receivable, net Inventories Recoverable taxes Prepaid expenses O ther current assets 1,326,913 520,692 396,727 458,254 3,023 92,962 1,522,973 552,991 539,510 447,343 1,754 166,275
2,798,571
3,230,846
7,247,283
8,260,866
NO N-CURRENT ASSETS Long-term assets Credits with related parties Judicial deposits and others Deferred income taxes Recoverable taxes Total long-term assets
Permanent assets Investments in subsidiaries O ther investments Property, plant and equipment, net Intangible assets, net Deferred charges
8,183,422
6,567,742
7,192,029
7,131,343
8,425,207
8,345,246
8,321,101
7,835,483
TO TAL ASSETS
11,223,778
11,576,092
15,568,384
16,096,349
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Company December, March, 2009 2008 LIABILITIES AND SHAREHO LDERS' EQ UITY CURRENT LIABILITIES Trade accounts payable Loans and financings Payroll, social charges and tax obligation Declared dividends O ther current liabilities 242,318 2,080,299 69,780 12,321 122,390 383,979 1,494,690 62,722 51,127 76,772
2,527,108
2,069,290
4,945,608
4,929,341
NO N-CURRENT LIABILITIES Loans and financings Deferred income taxes Provision for contingencies Debit with third parties for investment O ther non-current liabilities 2,570,489 74,825 48,333 200,089 38,026 2,991,344 83,453 48,244 210,480 38,870 3,191,779 907,925 57,596 200,089 504,085 3,401,709 884,927 57,637 210,480 480,302
2,931,762
3,372,391
4,861,474
5,035,055
(3,606)
(2,458)
SHAREHO LDERS' EQ UITY Capital stock Capital reserve Revaluation reserve Profit reserves Valuation adjustments of shareholders equity Accumulated exchange conversion adjustments Accumulated losses 4,495,581 777,844 116,695 18,696 (676) 677,969 (321,201) 5,764,908 TO TAL SHAREHO LDERS' EQ UITY TO TAL LIABILITIES AND SHAREHO LDERS' EQ UITY 4,495,581 769,463 118,178 1,297 (2,920) 752,812 6,134,411 4,495,581 777,844 116,695 18,696 (676) 677,969 (321,201) 5,764,908 4,495,581 769,463 118,178 1,297 (2,920) 752,812 6,134,411
11,223,778
11,576,092
15,568,384
16,096,349
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JBS S.A. Statements of income for the three months period ended March 31, 2009 and 2008 (In thousands of Reais) Company 2009 GRO SS O PERATING REVENUE Sales of products: Domestic Sales Foreign Sales 2008 2009 Consolidated 2008
SALES DEDUCTIO NS Returns and discounts Sales taxes (68,179) (96,608) (164,787) NET SALE REVENUE Cost of goods sold GRO SS INCO ME O PERATING INCO ME (EXPENSE) General and administrative expenses Selling expenses Financial income (expense), net Equity in subsidiaries Goodwill amortization Other (expense) income, net (40,651) (114,355) (407,606) 16,015 432 (546,165) (20,602) (100,159) (4,600) (78,218) (44,313) 438 (247,454) (215,275) (414,463) (446,582) (618) (1,076,938) (79,822) (305,146) (76,802) (44,313) (524) (506,607) 1,124,403 (911,199) 213,204 (33,450) (62,184) (95,634) 1,009,037 (764,336) 244,701 (117,702) (118,944) (236,646) 9,267,927 (8,509,805) 758,122 (72,100) (74,356) (146,456) 5,859,065 (5,348,839) 510,226
LO SS BEFO RE MINO RITY INTEREST Minority interest (expense) income LO SS O F THE PERIOD LO SS PER THO USAND SHARES Statement of EBITDA (Earnings before income taxes, interest, depreciation and amortization)
Income (loss) before taxes Financial income (expense), net Depreciation and amortization Equity in subsidiaries Goodwill Amortization AMO UNT OF EBITDA
24
This release contains forward-looking statements relating to the prospects of the business, estimates for operating and financial results, and those related to growth prospects of JBS. These are merely projections and, as such, are based 25
exclusively on the expectations of JBS management concerning the future of the business and its continued access to capital to fund the Companys business plan. Such forward-looking statements depend, substantially, on changes in market conditions, government regulations, competitive pressures, the performance of the Brazilian economy and the industry, among other factors and risks disclosed in JBS filed disclosure documents and are, therefore, subject to change without prior notice.
26